Editorial Adjacencies. 1. Unless the IO expressly indicates that the Advertiser has given a contrary instruction, no Ads or Advertising Materials may be placed on Sites that contain material in the following classes or that associate Advertiser, Ads, or Ad Materials with any of the following: • unmonitored or open chat rooms or bulletin boards or other areas containing user generated content (Ads can appear on chat rooms and bulletin boards where an editor is screening/approving AT ALL TIMES and other user generated content is permissible to the extent the IO expressly indicates that the Deliverables include “Approved UGC”); • infringement of third party intellectual property rights, other proprietary rights, including rights of publicity or privacy, or the inducement, facilitation, promotion or enabling financial benefit from such infringement; • activity, including disseminating content, that is: ⮚ hateful, threatening, harassing or abusive, violent, defamatory or trade libelous or contains excessive profanity; ⮚ liable to incite: racial hatred or other forms of discrimination, including on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability and / or acts of terrorism; ⮚ related to illegal drugs or drug paraphernalia; ⮚ related to the sale or promotion of counterfeit items, firearms, ammunition or other weapons; ⮚ obscene, indecent or pornographic; ⮚ harmful to minors; ⮚ regarded as internet abuse, including but not limited to activities that promote or facilitate the sending of unsolicited bulk electronic mail; ⮚ “fake news” or disinformation; • Sites containing viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, surreptitiously intercept, detrimentally interfere with or expropriate any system, data or Personal Information; • Sites which are harmful, unlawful or illegal or reflect negatively on Advertiser; • Sites which are: (i) related to alcohol, gambling, cannabis, tobacco, or prescription drugs; or (ii) aimed at children or to a website or online service directed at children (as defined Children’s Online Privacy Protection Act of 1998) unless the IO is signed by an Agency officer and contains explicit instructions to the contrary; • Sites (or web pages) that are fraudulent and / or are used for sourcing Fraudulent Traffic; • Sites which are under construction or not in the English language; • Any of the web sites or other properties listed at the following URL: xxxxx:/...
Editorial Adjacencies. Media Company acknowledges that certain Advertisers may not want their Ads placed adjacent to content that promotes pornography, violence, or the use of firearms, contains obscene language, or falls within another category stated on the IO (“Editorial Adjacency Guidelines”). Media Company will use commercially reasonable efforts to comply with the Editorial Adjacency Guidelines with respect to Ad delivery; although Media Company will at all times retain editorial control over the Media Company Properties. As Advertiser’s and Agency’s sole remedy for a violation of the Editorial Adjacency Guidelines (i) if Media Company is notified of such violation within 30 days (not business days) of discovery of the violation, Advertiser or Agency, as applicable, shall be entitled to a refund, makegood or other agreement as reasonably agreed upon between the parties; and (ii) after Advertiser or Agency, as applicable, provides Media Company with written notice that specific Ads are in violation of such Editorial Adjacency Guidelines, Media Company will make commercially reasonable efforts to correct such violation as soon as possible. In the event that Agency or Advertiser, as applicable, acting at all times reasonably and in good faith, believes that the violation of the Editorial Adjacency Guidelines or such correction materially and adversely impacts the IO, the parties will negotiate in good faith mutually agreed changes to such IO to address such impairment. In the event that the parties cannot reach agreement on such changes within five (5) business days from the implementation of such correction, Advertiser or Agency, as applicable, or Media Company may, upon the conclusion of such five (5) business day period, immediately cancel such IO, without penalty. For any page on a Site that primarily consists of user-generated content, the preceding paragraph will not apply. Instead, Media Company will make commercially reasonable efforts to ensure that Ads are not placed adjacent to content that violates the Site’s terms of use. Advertiser’s and Agency’s sole remedy for Media Company’s breach of such obligation will be to submit written complaints to Media Company, which will review such complaints and remove user-generated content that Media Company, in its sole discretion, determines is objectionable or in violation of such Site’s terms of use. Advertiser’s that are sensitive to user-generated content should specify their needs on the IO.
